COMPANIES ACT, 1956 VIS-A-VIS COMPANIES ACT, 2013

Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
1 Short title, commencement and extent 1 Short title, extent, commencement and application
2 Definitions 2 Definitions
2A Interpretation of certain words and expressions - -
3 Definitions of company, existing company, private company and public company 2 Definitions [clauses (20), (67), (68) & (71)]
4 Meaning of 'holding company' and 'subsidiary company' 2 Definitions [clauses (46) & (87)]
4A Public financial institutions 2 Definitions [clauses (72)]
5 Meaning of 'officer who is in default' 2 Definitions [clauses (60)]
6 Meaning of 'relative' 2 Definitions [clauses (77) & (60)]
7 Interpretation of person in accordance with whose directions or instructions directors are accustomed to act    
8 Power of Central Government to declare an establishment not to be a branch office - -
9 Act to override memorandum, articles, etc. 6 Act to override memorandum, articles, etc.
10 Jurisdiction of courts - -
10E Constitution of Board of Company Law Administration - -
10F Appeals against the orders of the Company Law Board - -
10FA Dissolution of Company Law Board 466 Dissolution of Company Law Board and consequential provisions
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
10FB Constitution of National Company Law Tribunal 408 Constitution of National Company Law Tribunal
10FC Composition of Tribunal 408 Constitution of National Company Law Tribunal
10FD Qualifications for appointment of President and Members 409 Qualification of President and Members of Tribunal
10FE Term of office of President and Members 413 Term of office of President, Chairperson and other Members
FF Financial and administrative powers of Member Administration - -
10FG Salary, allowances and other terms and conditions of service of President and other member 414
10FH Vacancy in Tribunal 415 Acting President and Chairperson of Tribunal or Appellate Tribunal
10FI Resignation of President and Member 416 Resignation of Members
10FJ Removal and suspension of President or member 417 Removal of Members
10FK Officers and employees of Tribunal 418 Staff of Tribunal and Appellate Tribunal
10FL Benches of Tribunal 419 Benches of Tribunal
10FM Order of Tribunal 420 Orders of Tribunal
10FN Power to review - -
10F0 Delegation of powers 426 Delegation of powers
10FP Power to seek assistance of Chief Metropolitan Magistrate and District Magistrate 429 Power to seek assistance of Chief Metropolitan Magistrate, etc.
10FQ Appeal from order of Tribunal 421 Appeal from orders of Tribunal
10FR Constitution of Appellate Tribunal

410

411

Constitution of Appellate Tribunal

Qualifications of Chairperson and Members of Appellate Tribunal

10FS Vacancy in Appellate Tribunal, etc. 415 Acting President and Chairperson of Tribunal or Appellate Tribunal
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
10FT Term of office of Chairperson and Members 413 Term of office of President, Chairperson and other Members
10FU Resignation of Chairperson and Members 416 Resignation of Members
10FV Removal and suspension of Chairperson and Members of Appellate Tribunal. 417 Removal of Members
10FW Salary, allowances and other terms and conditions of service of Chairperson and members 414 Salary, allowances and other terms and conditions of service of Members
10FX Selection Committee 412 Selection of Members of Tribunal and Appellate Tribunal
10FY Chairperson, etc., to be public servants 427 President, Members, officers, etc., to be public servants
10FZ Protection of action taken in good faith 428 Protection of action taken in good faith
10FZA Procedure and powers of Tribunal and Appellate Tribunal 424 Procedure before Tribunal and Appellate Tribunal
10G Power to punish for contempt 425 Power to punish for contempt
10GA Staff of Appellate Tribunal 418 Staff of Tribunal and Appellate Tribunal
10GB Civil court not to have jurisdiction 430 Civil court not to have jurisdiction
10GC Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings 431 Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
10GD Right to legal representation 432 Right to legal representation
10GE Limitation 433 Limitation
10GF Appeal to Supreme Court 423 Appeal to Supreme Court
11 Prohibition of associations and partnerships exceeding certain number 464 Prohibition of association or partnership of persons exceeding certain number
12 Mode of forming incorporated company 3 Formation of company
13 Requirements with respect to memorandum 4 Memorandum
14 Form of memorandum 4 Memorandum
15 Printing and signature of memorandum 7 Incorporation of Company
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
15A Special provision as to alteration of memorandum consequent on alteration of name of State of Madras    
15B Special provision as to alteration of memorandum consequent on alteration of name of State of Mysore    
16 Alteration of memorandum 13 Alteration of memorandum
17 Special resolution and confirmation by Central Government required for alteration of memorandum 13 Alteration of memorandum
17A Change of registered office within a State 12 Registered office of company
18 Alteration to be registered within three months 13 Alteration of memorandum
19 Effect of failure to register - -
20 Companies not to be registered with undesirable names 4 Memorandum
21 Change of name by company 13 Alteration of memorandum
22 Rectification of name of company 16 Rectification of name of company.
23 Registration of change of name and effect thereof 4 Memorandum
24 Change of name of existing private limited companies - -
25 Power to dispense with ‘Limited’ in name of charitable or other company 8 Formation of companies with charitable objects, etc.
26 Articles prescribing regulations 5 Articles
27 Regulations required in case of unlimited company, company limited by guarantee or private company limited by shares 5 Articles
28 Adoption and application of Table A in the case of companies limited by shares 5 Articles
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
29 Form of articles in the case of other companies 5 Articles
30 Form and signature of articles - -
31 Alteration of articles by special resolution 14 Alteration of articles
32 Registration of unlimited company as limited, etc. 18 Conversion of companies already registered
33 Registration of memorandum and articles 7 Incorporation of company
34 Effect of registration 9 Effect of registration
35 Conclusiveness of certificate of incorporation - -
36 Effect of memorandum and articles 10 Effect of memorandum and articles
37 Provision as to companies limited by guarantee - -
38 Effect of alteration in memorandum or articles - -
39 Copies of memorandum and articles, etc., to be given to members 17 Copies of memorandum, articles, etc., to be given to members
40 Alteration of memorandum or articles, etc., to be noted in every copy 15 Alteration of memorandum or articles to be noted in every copy
41 Definition of “member” 2 Definition [clause (55)]
42 Membership of holding company 19 Subsidiary company not to hold shares in itsholding company
43 Consequences of default in complying with conditions constituting a company a private company 14 Alteration of articles
43A Private company to be come public company in certain cases - -
44 Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company    
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
45 Members severally liable for debts where business carried on, with fewer than seven, or in the case of a private company, two members    
46 Form of contracts 9 Effect of registration
47 Bills of exchange and promissory notes 22 Execution of bills of exchange, etc.
48 Execution of deeds 22 Execution of bills of exchange, etc.
49 Investments of company to be held in its own name 187 Investments of company to be held in its own name
50 Power for company to have official seal for use outside India - -
51 Service of documents on company 20 Service of documents
52 Service of documents on Registrar 20 Service of documents
53 Service of documents on members by company 20 Service of documents
54 Authentication of documents and proceedings 21 Authentication of documents, proceedings and contracts
55 Dating of prospectus 26 Matters to be stated in prospectus
55A Powers of Securities and Exchange Board of India 24 Power of Securities and Exchange Board to regulate issue and transfer of securities, etc.
56 Matters to be stated and reports to be set out in prospectus

26

33

Matters to be stated in prospectus

Issue of application forms for securities

57 Expert to be unconnected with formation or management of company 26 Matters to be stated in prospectus
58 Expert’s consent to issue of prospectus containing statement by him 26 Matters to be stated in prospectus
58A

Deposits not to be invited without issuing an

advertisement

73

74

Prohibition on acceptance of deposits from public

Repayment of deposits, etc., accepted before commencement of this Act

Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
58AA Small depositors - -
58AAA Default in acceptance or refund of deposits to be cognizable - -
58B Provisions relating to prospectus to apply to advertisement - -
59 Penalty and interpretation - -
60 Registration of prospectus 26 Matters to be stated in prospectus
60A Shelf prospectus 31 Shelf prospectus
60B Information memorandum 32 Red herring prospectus
61 Terms of contract mentioned in prospectus or statement in lieu of prospectus, not to be varied 27 Variation in terms of contract or objects in prospectus
62 Civil liability for misstatements in prospectus 35 Civil liability for mis-statements in prospectus
63 Criminal liability for misstatements in prospectus 34 Criminal liability for mis-statements in prospectus
64 Document containing offer of shares or debentures for sale to be deemed prospectus 25 Document containing offer of securities for sale to be deemed prospectus
65 Interpretation of provisions relating to prospectuses - -
66 Newspaper advertisements of prospectus 30 Advertisement of prospectus
67 Construction of references to offering shares or debentures to the public, etc. 42 Offer or invitation for subscription of securities on private placement
68 Penalty for fraudulently inducing persons to invest money 36 Punishment for fraudulently inducing persons to invest money
68A Personation for acquisition, etc., of shares 38 Punishment or personation for acquisition, etc., of securities
68B Initial offer of securities to be in dematerialised form in certain cases 29 Public offer of securities to be in dematerialised form
69 Prohibition of allotment unless minimum subscription received 39 Allotment of securities by company
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
70 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to Registrar    
71 Effect of irregular allotment - -
72 Applications for, and allotment of, shares and debentures - -
73 Allotment of shares and debentures to be dealt in on stock exchange 40 Securities to be dealt with in Stock Exchanges
74 Manner of reckoning fifth, eighth and tenth days in sections 72 and 73 - -
75 Return as to allotments 39 Allotment of securities by company
76 Power to pay certain commissions and prohibition of payment of all other commissions, discounts, etc. 40 Securities to be dealt with in Stock Exchanges
77 Restrictions on purchase by company, or loans by company for purchase, of its own or its holding company's share 67 Restrictions on purchase by company or giving of loans by it for purchase of its shares
77A Power of company to purchase its own securities 68 Power of company to purchase its own securities
77AA Transfer of certain sums to capital redemption reserve account 69 Transfer of certain sums to capital redemption reserve account
77B Prohibition for buy-back in certain circumstances 70 Prohibition for buy-back in certain circumstances
78 Application of premiums received on issue of shares 52 Application of premiums received on issue of shares
79 Power to issue shares at a discount 53 Prohibition on issue of shares at discount
79A Issue of sweat equity shares 54 Issue of sweat equity shares
80 Power to issue redeemable preference shares 55 Issue and redemption of preference shares
80A Redemption of irredeernable preference shares, etc. - -
81 Further issue of capital 62 Further issue of share capital
82 Nature of shares or debentures 44 Nature of shares or debentures
83 Numbering of shares 45 Numbering of shares
84 Certificate of shares 46 Certificate of shares
85 Two kinds of share capital 43 Kinds of share capital
86 New issues of share capital to be only of two kinds 43 Kinds of share capital
87 Voting rights 47 Voting rights
89 Termination of disproportionately excessive voting rights in existing companies - -
90 Savings - -
91 Calls on shares of same class to be made on uniform basis 49 Calls on shares of same class to be made on uniform basis
92 Power of company to accept unpaid share capital, although not called up 50 Company to accept unpaid share capital, although not called up
93 Payment of dividend in proportion to amount paid-up 51 Payment of dividend in proportion to amount paid up
94 Power of limited company to alter its share capital 61 Power of limited company to alter its share capital
94A Share capital to stand increased where an order is made under section 81(4) - -
95 Notice to Registrar of consolidation of share capital conversion of shares into stock, etc. 64 Notice to be given to Registrar for alteration of share capital
96 Effect of conversion of shares into stock - -
97 Notice of increase of share capital or of members 64 Notice to be given to Registrar for alteration of share capital
98 Power of unlimited company to provide for reserve share capital on re-registration 65 Unlimited company to provide for reserve share capital on conversion into limited company
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
99 Reserve liability of limited company - -
100 Special resolution for reduction of share capital 66 Reduction of share capital
101 Application to Tribunal for confirming order, objections by creditors, and settlement of list of objecting creditors 66 Reduction of share capital
102 Order confirming reduction and powers of Tribunal on making such order 66 Reduction of share capital
103 Registration of order and minute of reduction 66 Reduction of share capital
104 Liability of members in respect of reduced shares 66 Reduction of share capital
105 Penalty for concealing name of creditor, etc. 66 Reduction of share capital
106 Alteration of rights of holders of special classes of shares 48 Variation of shareholders' rights
107 Rights of dissentient shareholders 48 Variation of shareholders rights
108 Transfer not to be registered except on production of instrument of transfer 56 Transfer and transmission of securities
108A-108-I Restriction on transfer of shares - -
109 Transfer by legal representative 56 Transfer and transmission of securities
109A Nomination of shares 72 Power to nominate
109B Transmission of shares 56 Transfer & transmission of securities
110 Application for transfer 56 Transfer and transmission of securities
111 Power to refuse registration and appeal against refusal

58

59

Refusal of registration and appeal against refusal

Rectification of register of members

111A Rectification of register on transfer

58

59

Refusal of registration and appeal against refusal

Rectification of register of members

Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
112 Certification of transfers - -
113 Limitation of time for issue of certificates 56 Transfer and transmission of securities
114 Issue and effect of share warrants to bearer - -
115 Share warrants and entries in register of members - -
116 Penalty for personation of shareholder 57 Punishment for personation of shareholder
117 Debentures with voting rights not to be issued hereafter 71 Debentures
117A Debenture trust deed 71 Debentures
117B Appointment of debenture trustees and duties of debenture trustees 71 Debentures
117C Liability of company to create security and debenture redemption reserve 71 Debentures
118 Right to obtain copies of and inspect trust deed 71 Debentures
119 Liability of trustees for debenture holders 71 Debentures
120 Perpetual debentures - -
121 Power to reissue redeemed debentures in certain cases - -
122 Specific performance of contract to subscribe for debentures 71 Debentures
123 Payments of certain debts out of assets subject to floating charge in priority to claims under the charge    
124 ‘Charge’ to include mortgage in this part 2 Definition [clause (16)]
125 Certain charges to be void against liquidator or creditors unless registered 77 Duty to register charges, etc.
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
126 Date of notice of charge 80 Date of notice of charge
127 Registration of charges on properties acquired subject to charge 79 Section 77 to apply in certain matters
128 Particulars in case of series of debentures entitling holders pari passu - -
129 Particulars in case of commission, etc., on debentures - -
130 Register of charges to be kept by Registrar 81 Register of charges to be kept by Registrar
131 Index to register of charges - -
132 Certificate of registration 77 Duty to register charges, etc.
133 Eridorsement of certificate of registration on debenture or certificate of debenture stock    
134 Duty of company as regards registration and right of interested party 78 Application for registration of charge
135 Provisions of Part to apply to modification of charges 79 Section 77 to apply in certain matters
136 Copy of instrument creating charge to be kept by company at registered office 85 Company's register of charges
137 Entry in register of charges of appointment of receiver or manager 84 Intimation of appointment of receiver or manager
138 Company to report satisfaction and procedure thereafter 82 Company to report satisfaction of charge
139 Power of Registrar to make entries of satisfaction and release in absence of intimation from company 83 Power of Registrar to make entries of satisfaction and release in absence of intimation from company
140 Copy of memorandum of satisfaction to be furnished to company 82 Company to report satisfaction of charge
141 Rectification by Central Government of register of charges 87 Rectification by Central Government in register of charges
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
142 Penalties 86 Punishment for contravention
143 Company’s register of charges 85 Company’s register of charges
144 Right to inspect copies of instruments creating charges and company’s register of charges 85 Company’s register of charges
145 Application of Part to charges requiring registration under it but not under previous law    
146 Registered office of company 12 Registered office of company
147 Publication of name by company 12 Registered office of company
148 Publication of authorised as well as subscribed and paid-up capital 60 Publication of authorised, subscribed and paid- up capital
149 Restrictions on commencement of business 11 Commencement of business, etc.
150 Register of members 88 Register of members, etc.
151 Index of members 88 Register of members, etc.
152 Register and index of debenture holders 88 Register of members, etc.
152A Register and index of beneficial owners 88 Register of members, etc.
153 Trusts not to be entered on register - -
153A Appointment of public trustee - -
153B Declaration as to shares and debentures held in trust - -
154 Power to close register of members or debenture-holders 91 Power to close register of members or debenture-holders or other security holders
157 Power for company to keep foreign register of members or debenture-holders 88 Register of members, etc.
158 Provisions as to foreign registers - -
159 Annual return to be made 92 Annual return
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
160 Annual return to be made by company not having a share capital 92 Annual return
161 Further provisions regarding annual return and certificate to be annexed thereto 92 Annual return
162 Penalty and interpretation 92 Annual return
163 Place of keeping, and inspection of, registers and returns - -
164 Registers, etc., to be evidence 95 Registers, etc., to be evidence
165 Statutory meeting and statutory report of company - -
166 Annual general meeting 96 Annual general meeting
167 Power of Central Government to call annual general meeting 97 Power of Tribunal to call annual general meeting
168 Penalty for default in complying with section 166 or 167 99 Punishment for default in complying with provisions of sections 96 to 98
169 Calling of extraordinary general meeting on requisition 100 Calling of extraordinary general meeting
170 Sections 171 to 186 to apply to meetings - -
171 Length of notice for calling meeting 101 Notice of meeting
172 Contents and manner of service of notice and persons on whom it is to be served 101 Notice of meeting
173 Explanatory statement to be annexed to notice 102 Statement to be annexed to notice
174 Quorum for meeting 103 Quorum for meetings
175 Chairman of meeting 104 Chairman of meetings
176 Proxies 105 Proxies
177 Voting to be by show of hands in first instance 107 Voting by show of hands
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
178 Chairman’s declaration of result of voting by show of hands to be conclusive 107 Voting by show of hands
179 Demand for poll 109 Demand for poll
180 Time of taking poll 109 Demand for poll
181 Restriction on exercise of voting right of members who have not paid calls, etc. 106 Restriction on voting rights
182 Restrictions on exercise of voting right in other cases to be void 106 Restriction on voting rights
183 Right of member to use his votes differently 106 Restriction on voting rights
184 Scrutineers at poll 109 Demand for poll
185 Manner of taking poll and result thereof 109 Demand for poll
186 Power of Tribunal to order meeting to be called 98 Power of Tribunal to call meetings of members, etc.
187 Representation of corporations at meetings of companies and of creditors 113 Representation of corporations at meeting of companies and of creditors
187A Representation of the President and Governors in meetings of companies of which they are members 112 Representation of President and Governors in meetings
187B Exercise of voting rights in respect of shares held in trust - -
187C Declaration by persons not holding beneficial interest in any share 89 Declaration in respect of beneficial interest in any share
187D Investigation of beneficial ownership of shares in certain cases 90 Investigation of beneficial ownership of shares in certain cases
188 Circulation of members’ resolutions 111 Circulation of members resolution
189 Ordinary and special resolutions 114 Ordinary and special resolutions
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
190 Resolutions requiring special notice 115 Resolutions requiring special notice
191 Resolutions passed at adjourned meetings 116 Resolutions passed at adjourned meeting
192 Registration of certain resolutions and agreements 117 Resolutions and agreement to be filed
192A Passing of resolutions by postal ballot 110 Postal ballot
193 Minutes of proceedings of general meetings and of Board and other meetings 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
194 Minutes to be evidence 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
195 Presumptions to be drawn where minutes duly drawn and signed 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
196 Inspection of minute books of general meetings 119 Inspection of minute books of general meeting
197 Publication of reports of proceedings of general meetings 118 Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot
197A Company not to appoint or employ certain different 196 Appointment of managing director, whole-time director or manager
  categories of managerial personnel at the same time    
198 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits 197 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
199 Calculation of commission, etc., in certain cases - -
200 Prohibition of tax-free payments - -
201 Avoidance of provisions relieving liability of officers and auditors of company - -
202 Undischarged insolvent not to manage companies - -
203 Power to restrain fraudulent persons from managing companies - -
204 Restriction on appointment of firm or body corporate of office or place of profit under a company    
205 Dividend to be paid only out of profits 123 Declaration of dividend
205A Unpaid dividend to be transferred to special dividend account 124 Unpaid Dividend Account
205B Payment of unpaid or unclaimed dividend - -
205C Establishment of Investor Education and Protection Fund 125 Investor Education and Protection Fund
206 Dividend not to be paid except to registered shareholders or to their order or to their bankers    
206A Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares 126 Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfers of shares
207 Penalty for failure to distribute dividends within thirty days 127 Punishment for failure to distribute dividends
208 Power of a company to pay interest out of capital in certain cases - -
209 Books of account to be kept by company 128 Books of account, etc., to be kept by company
209A Inspection of books of accounts, etc., of Companies

206

207

208

Power to call for information, inspect books and conduct inquiries

Conduct of inspection and inquiry

Report on inspection made
210 Annual accounts and balance sheet 129 Financial statement
210A Constitution of National Advisory Committee on Accounting Standards 132 Constitution of National Financial Reporting Authority
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
211 Form and contents of balance sheet and profit and loss account

129

133

212 Balance sheet of holding company to include certain particulars as to its subsidiaries 129 Financial statement
213 Financial year of holding company and subsidiary - -
214 Rights of holding company’s representatives and members - -
215 Authentication of balance sheet and profit and loss account 134 Financial Statement, Board’s report, etc.
216 Profit and loss account to be annexed and auditors’ report to be attached to balance sheet 134 Financial Statement, Board’s report, etc.
217 Board’s report 134 Financial Statement, Board’s report, etc.
218 Penalty for improper issue, circulation or publication of balance sheet or profit and loss account    
219 Right of member to copies of balance sheet and auditors report 136 Right of member to copies of audited financial statement
220 Three copies of balance sheet, etc., to be filed with Registrar 137 Copy of financial statement to be filed with Registrar
221 Duty of officer to make disclosure of payments, etc. - -
222 Construction of references to documents annexed to accounts - -
223 Certain companies to publish statement in the Form in Table F in Schedule I - -
224 Appointment and remuneration of auditors

139

141

142

Appointment of auditors

Eligibility, qualifications and disqualifications of auditors

Remuneration of auditors

Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
224A Auditor not to be appointed except with the approval of the company by special resolution in certain cases    
225 Provisions as to resolutions for appointing or removing auditors notice 140 Removal, resignation of auditor and giving of special notice
226 Qualifications and disqualifications of auditors 141 Eligibility, qualifications and disqualifications of auditors
227 Powers and duties of auditors 143 Powers and duties of auditors and auditing standards
228 Audit of accounts of branch office of company 143 Powers and duties of auditors and auditing standards
229 Signature of audit report, etc. 145 Auditor to sign audit reports, etc.
230 Reading and inspection of auditor’s report 145 Auditor to sign audit reports, etc.
231 Right of auditor to attend general meeting 146 Auditors to attend general general meeting
232 Penalty for non-compliance with sections 225 to 231 147 Punishment for contravention
233 Penalty for non-compliance by auditor with sections 227 and 229 147 Punishment for contravention
233A Power of Central Government ment to direct special audit in certain cases - -
233B Audit of cost accounts in certain cases 148 Central Government to specify audit of items of cost in respect of certain companies
234 Power of Registrar to call for information or explanation

206

207

208

Power to call for information, inspect books and conduct inquiries

Conduct of inspection and inquiry

Report on inspection made

234A Seizure of documents by Registrar 209 Search and seizure
235 Investigation of the affairs of a company 210 Investigation into affairs of company
236 Application by members to be supported by evidence and power to call for security 214 Security for payment of costs and expenses of investigation
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
237 Investigation of company’s affairs in other cases

210

213

Investigation into affairs of company Investigation into company’s affairs in other cases
238 Firm, body corporate or association not to be appointed as inspector 215 Firm, body corporate or association not to be appointed as inspector
239 Power of inspectors to carry investigation into affairs of related companies 219 Power of inspectors to conduct investigation into affairs of related companies, etc.
240 Production of documents and evidence 217 Procedure, powers, etc., of inspectors
240A Seizure of documents by inspector 220 Seizure of documents by inspector
241 Inspector’s report 223 Inspector’s report
242 Prosecution 224 Actions to be taken in pursuance of inspector’s report
243 Application for winding up of company or an order under section 397 or 398 224 Actions to be taken in pursuance of inspector’s report
244 Proceedings for recovery of damages or property 224 Actions to be taken in pursuance of inspector’s report
245 Expenses of investigation 214 Security for payment of costs and expenses of investigation
246 Inspectors’ report to be evidence 223 Inspectors report
247 Investigation of ownership of company 216 Investigation of ownership of company
250 Imposition of restrictions upon shares and debentures and prohibition of transfer of shares or debentures in certain cases 222 Imposition of restrictions upon securities
250A Voluntary winding up of company, etc., not to stop investigation proceedings 226 Voluntary winding up of company, etc., not to stop investigation proceedings
251 Saving for legal advisers and bankers 227 Legal advisers and bankers not to disclose certain information
252 Minimum number of directors

149

151

Company to have Board of directors

Appointment of director elected by small shareholders

Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
253 Only individuals to be directors 149 Company to have Board of directors
254 Subscribers of memorandum deemed to be directors 152 Appointment of directors
255 Appointment of directors and proportion of those who are to retire by rotation 152 Appointment of directors
256 Ascertainment of directors retiring by rotation and filling of vacancies 152 Appointment of directors
257 Right of persons other than retiring directors to stand for directorship 160 Right of persons other than retiring directors to stand for directorship
258 Right of company to increase or reduce the number of directors - -
259 Increase in number of directors to require Government sanction 149 Company to have Board of directors
260 Additional directors 161 Appointment of additional director, alternate director and nominee director
262 Filling of casual vacancies among directors 161 Appointment of additional director, alternate director and nominee director
263 Appointment of directors to be voted on individually 162 Appointment of directors to be voted individually
263A Sections 177, 255, 256 and 263 not to apply in relation to companies not carrying business for profit, etc.    
264 Consent of the candidate for directorship to be filed with the company and consent to act as director to be filed with the Registrar 152 Appointment of directors
265 Option of a company to adopt proportional representation for the appointment of directors 163 Option to adopt principle of proportional representation for appointment of directors
266 Restrictions on appointment or advertisement of director - -
266A Application for allotment of Director Identification Number 153 Application for allotment of Director Identification Number
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
266B Allotment of Director Identification Number 154 Allotment of Director Identification Number
266C Prohibition to obtain more than one Director Identification Number 155 Prohibition to obtain more than one Director Identification Number
266D Obligation of director to intimate Director Identification Number to concerned company or companies 156 Director to intimate Director Identification Number
266E Obligation of company to inform Director Identification Number to Registrar 157 Company to inform Director Identification Number to Registrar
266F Obligation to indicate Director Identification Number 158 Obligation to indicate Director Identification Number
266G Penalty for contravention of provisions of section 266A or section 266C or section 266D or section 266E 159 Punishment for contravention
267 Certain persons not to be appointed managing directors 196 Appointment of managing director, whole-time director or manager
268 Amendment of provision relating to managing, whole-time or non- rotational directors to require Government approval    
269 Appointment of managing or whole-time director or manager to require Government approval only in certain cases 196 Appointment of managing director, wholetime director or manager
270 Time within which share qualification is to be obtained and maximum amount thereof    
272 Penalty - -
273 Saving - -
274 Disqualifications of directors 164 Disqualifications for appointment of director
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
275 No person to be a director of more than fifteen companies 165 Number of directorships
276 Choice to be made by director of more than fifteen companies at commencement of Act 165 Number of directorships
277 Choice by person becoming director of more than fifteen companies after commencement of Act 165 Number of directorships
278 Exclusion of certain directorships for the purposes of sections 275, 276 and 277 165 Number of directorships
279 Penalty 165 Number of directorships
283 Vacation of office by directors 167 Vacation of office of director
284 Removal of directors 169 Removal of directors
285 Board to meet at least once in every three calendar months 173 Meetings of Board
286 Notice of meetings 173 Meetings of Board
287 Quorum for meetings 174 Quorum for meetings of Board
288 Procedure where meeting adjourned for want of quorum. 174 Quorum for meetings of Board
289 Passing of resolutions by circulation 175 Passing of resolution by circulation
290 Validity of acts of directors 176 Defects in appointment of directors not to invalidate actions
291 General powers of Board 179 Powers of Board
292 Certain powers to be exerciosed by Board only at meeting 179 Powers of Board
292A Audit Committee 177 Audit Committee
293 Restrictions on powers of Board

180

181

Restrictions on powers of Board

Company to contribute to bona fide and charitable funds, etc.

293A Prohibitions and restrictions regarding political contributions 182 Prohibitions and restrictions regarding political contributions
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
293B Power of Board and other persons to make contributions to the National Defence Fund, etc. 183 Power of Board and other persons to make contributions to National Defence Fund, etc.
294 Appointment of sole selling agents to require approval of company in general meeting - -
294A Prohibition of payment of compensation to sole selling agents for loss of office in certain cases    
294 AA(2) Power of Central Government to prohibit the appointment of sole selling agents in certain cases    
295 Loan to directors, etc. 185 Loan to directors, etc.
296 Application of section 295 to book debts in certain cases 185 Loan to directors, etc.
297 Board’s sanction to be required for certain contracts in which particular directors are interested 188 Related party transactions
299 Disclosure of interests by director 184 Disclosure of interest by director
300 Interested director not to participate or vote in Board’s proceedings 184 Disclosure of interest by director
301 Register of contracts, companies and firms in which directors are interested 189 Register of contracts or arrangements in which directors are interested
302 Disclosure to members of director’s interest in contract appointing manager, managing director 190 Contract of employment with managing or whole-time directors
303 Register of directors, etc. 170 Register of directors and key managerial personnel and their shareholding
304 Inspection of the register 171 Members’ right to inspect
305 Duty of directors, etc., to make disclosure 184 Disclosure of interest by director
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
306 Register to be kept by Registrar and inspection thereof - -
307 Register of directors’ shareholdings, etc. 170 Register of directors and key managerial personnel and their share holding
308 Duty of directors and persons deemed to be directors to make disclosure of shareholdings - -
309 Remuneration of directors 197 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
310 Provision for increase in remuneration to require Government sanction - -
311 Increase in remuneration of managing director on re-appointment or appointment after Act to require Government sanction    
312 Prohibition of assignment of office by director - -
313 Appointment and term of office of alternate directors 161 Appointment of additional director, alternate director and nominee director
314 Director, etc., not to hold office or place of profit 188 Related party transactions
316 Number of companies in which one person may be appointed managing director 203 Appointment of key managerial personnel
317 Managing director not to be appointed for more than five years at a time 196 Appointment of managing director, whole-time director or manager
318

Compensation for loss of office not permissible except to managing or whole-time directors or to directors who

are managers

191

202

Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares

Compensation for loss of office of managing or whole-time director or manager

319 Payment to director, etc., for loss of office, etc., in connection with transfer of undertaking of property 191 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
320 Payment to director for loss of office, etc., in connection with transfer of shares 191 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
321 Provisions supplementary to sections 318, 319 and 320 191 Payment to director for loss of office, etc., in connection
322 Directors, etc., with unlimited liability in limited company - -
323 Special resolution of limited company making liability of directors, etc., unlimited - -
349 Determination of net profits 198 Calculation of profits
350 Ascertainment of depreciatoin - -
355 Saving - -
370 Loans, etc., to companies under the same management - -
370A Provisions as to certain loans which could not have been made if sections 369 and 370 were in force    
371 Penalty for contravention of section 370 or 370A - -
372 Purchase by company of shares,etc., of other companies - -
372A Inter-corporate loans and investments 186 Loan and investment by company
373 Investments made before commencement of Act - -
374 Penalty for contravention of section 372 or 373 - -
376 Conditions prohibiting reconstruction or amalgamation of company - -
383A Certain companies to have secretaries 203 Appointment of key managerial personnel
384 Firm or body corporate not to be appointed manager 196 Appointment of managing director, whole-time director or manager
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
385 Certain persons not to be appointed managers 196 Appointment of managing director, whole-time director or manager
386 Number of companies of which a person may be appointed manager 203 Appointment of key managerial personnel
387 Remuneration of manager 197 Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
388 Application of sections 269, 310, 311, 312 and 317 to managers 196 Appointment of managing director, wholetime director or manager
388A Sections 386 to 388 not to apply to certain private companies - -
388B Reference to Tribunal of case against managerial personnel - -
388C Interim order by Tribunal - -
388D Decision of the Tribunal - -
388E Power of Central Government to remove managerial personnel on the basis of Tribunal’s decision    
390 Interpretation of sections 391 and 393 230 Power to compromise or make arrangements with creditors and members
391 Power to compromise or make arrangements with creditors and members 230 Power to compromise or make arrangements with creditors and members
392 Power of Tribunal to enforce compromise and arrangement 231 Power of Tribunal to enforce compromise or arrangement
393 Information as to compromises or arrangements with creditors and members 230 Power to compromise or make arrangements with creditors and members
394 Provisions for facilitating reconstruction and amalgamation of companies 232 Merger and amalgamation of companies
394A Notice to be given to Central Government for applications under sections 391 and 394 230 Power to compromise or make arrangements with creditors and members
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
395 Power and duty to acquire shares of shareholders dissenting from scheme or contract approved by majority

235

235

238


Power to acquire shares of shareholders dissenting from scheme or contract approved by majority

Purchase of minority shareholding Registration of offer of schemes involving transfer of shares

396 Power of Central Government to provide for amalgamation of companies in national interest 237 Power of Central Government to provide for amalgamation of companies in public interest
396A Preservation of books and papers of amalgamated company 239 Preservation of books and papers of amalgamated companies
397 Application to Tribunal for relief in cases of oppression 241 Application to Tribunal for relief in cases of oppression, etc.
398 Application to Tribunal for relief in cases of mismanagement 241 Application to Tribunal for relief in cases of oppression, etc.
399 Right to apply under section 397 and 398 244 Right to apply under section 241
400 Notice to be given to Cenral Government of applications under sections 397 and 398 - -
401 Right of Central Government to apply under sections 397 and 398 241 Application to Tribunal for relief in cases of oppression, etc.
402 Powers of Tribunal on application under section 397 or 398 242 Powers of Tribunal
403 Interim order by Tribunal 242 Powers of Tribunal
404 Effect of alteration of memorandum or articles of company by order under section 397 or 398 242 Powers of Tribunal
405 Addition of respondents to application under section 397 or 398 - -
406 Application of sections 539 to 544 to proceedings under sections 397 and 398 - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
407 Consequences of termination or modification of certain agreements 243 Consequence of termination or modifications of certain agreements
408 Powers of Government to prevent oppression or mismanagement - -
409 Power of Tribunal to prevent change in Board of directors likely to affect company prejudicially    
410 Appointment of Advisory Committee - -
416 Contracts by agents of company in which company is undisclosed principal - -
417 Employees’ securities to be deposited in post office savings bank or Scheduled Bank - -
418 Provisions applicable to provident funds of employees - -
419 Right of employee to see bank’s receipt for moneys or securities referred to in section 417 or 418    
420 Penalty for contravention of sections 417, 418 and 419 - -
421 Filing of accounts of receivers - -
422 Invoices, etc., to refer to receiver where there is one - -
423 Penalty for non-compliance with sections 421 and 422 - -
424 Application of sections 421 to 423 to receivers and managers appointed by Tribunal and managers appointed in pursuance of an instrument    
424A Reference to Tribunal 253 Determination of sickness
424B Inquiry into working of sick industrial companies - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
424C Powers of Tribunal to make suitable order on completion of inquiry - -
424D Preparation and sanction of schemes

261

262

Scheme of revival and rehabilitation Sanction of
424E Rehabilitation by giving financial assistance - -
424F Arrangement for continuing operations, etc., during inquiry - -
424G Winding up of sick industrial company 264 Implementation of the scheme
424H Operating agency to prepare complete inventory, etc. 260 Powers and duties of company administrator
424I Direction not to dispose of assets - -
424J Power of Tribunal to call for periodic information - -
424K Misfeasance proceedings 266 Power of Tribunal to assess damages against delinquent directors, etc.
424L Penalty for certain offences 267 Punishment for certain offences
425 Modes of winding up 270 Modes of winding up
426 Liability as contributories of present and past members 285 Settlement of list of contributories and application of assets
427 Obligations of directors and managers whose liability is unlimited 286 Obligations of directors and managers
428 Definition of ‘contributory’ 2 Definition [clause (26)]
429 Nature of liability of contributory - -
430 Contributories in case of death of member - -
431 Contributories in case of insolvency of member - -
432 Contributories in case of winding up of a body corporate which is a member - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
433 Circumstances in which company may be wound up by Tribunal 271 Circumstances in which a company may be wound up by Tribunal
434 Company when deemed uriable to pay its debts 271 Circumstances in which a company may be wound up by Tribunal
439 Provisions as to applications for winding up 272 Petition for winding up
439A Statement of affairs to be filed on winding up of a Company 274 Directions for filing statement of affairs
440 Right to present winding up petition where company is being wound up voluntarily - -
441 Commencement of winding up by Tribunal 357 Commencement of winding up by Tribunal
441A Levy and collection of cess on turnover or gross receipts of companies - -
441B Crediting proceeds of cess to Consolidated Fund of India - -
441C Rehabilitation Fund 269 Rehabilitation and insolvency fund
441D Application of Fund - -
441E Power to call for information - -
441F Penalty for non-payment of cess - -
441G Refund of fund in certain cases - -
443 Power of Tribunal on hearing petition 273 Powers of Tribunal
444 Order for winding up to be communicated to Official Liquidator and Registrar 277 Intimation to company liquidator, provisional liquidator and Registrar
445 Copy of winding up order to be filed with Registrar 277 Intimation to company liquidator, provisional liquidator and Registrar
446 Suits stayed on winding up order

279

280

Stay of suits, etc., on winding up order Jurisdiction of Tribunal
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
446A Responsibility of directors and officers to submit to Tribunal audited books and accounts    
447 Effect of winding up order 278 Effect of winding up order
448

Appointment of Official

Liquidator

275

359

Company liquidators and their appointments

Appointment of official liquidator

449 Official Liquidator to be liquidator 275 Company liquidators and their appointments
450 Appointment and powers of provisional liquidator 275 Company liquidators and their appointments
451 General provisions as to liquidators - -
452 Style, etc., of liquidator - -
453 Receiver not to be appointed of assets with liquidator - -
454 Statement of affairs to be made to Official Liquidator - -
455 Report by Official Liquidator 281 Submission of report by Company Liquidator
456 Custody of company’s property 283 Custody of company’s properties
457 Powers of liquidator 290 Powers and duties of Company Liquidator
458 Discretion of liquidator 360 Powers and functions of official liquidator
458A Exclusion of certain time in computing periods of limitation 358 Exclusion of certain time in computing period of limitation
459 Provision for legal assistance to liquidator 291 Provision for professional assistance to Company Liquidator
460 Exercise and control of liquidator’s powers 292 Exercise and control of Company Liquidator’s powers
461 Books to be kept by liquidator 293 Books to be kept by Company Liquidator
462 Audit of liquidator’s accounts 294 Audit of Company Liquidator’s accounts
463 Control of Central Government over liquidators - -
464 Appointment and cornposition of committee of inspection 287 Advisory Committee
465 Constitution and proceedings of committee of inspection 287 Advisory Committee
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
466 Power of Tribunal to stay winding up 289 Power of Tribunal on application for stay of winding up
467 Settlement of list of contributories and application of assets 285 Settlement of list of contributories and application of assets
468 Delivery of property to liquidator    
469 Payment of debts due by contributory and extent of set-off 295 Payment of debts by contributary and extent of set-off
470 Power of Tribunal to make calls 296 Power of Tribunal to make calls
471 Payment into bank of moneys due to company - -
472 Moneys and securities paid into Bank to be subject to order of Tribunal - -
473 Order on contributory to be conclusive evidence - -
474 Power to exclude creditors not proving in time - -
475 Adjustment of rights of contributories 297 Adjustment of rights of contributories
476 Power to order costs 298 Power to order costs
477 Power to summon persons suspected of having property of company, etc. 299 Power to summon persons suspected of having property of company, etc.
478 Power to order public - examination of promoters, directors, etc. 300 Power to order examination of promoters, directors, etc.
479 Power to arrest absconding contributory 301 Arrest of person trying to quit India or abscond
480 Saving of existing powers of Tribunal - -
481 Dissolution of company 302 Dissolution of company by Tribunal
482 Order made in any Court to be enforced by other Courts - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
483 Appeals from orders 303 Appeals from orders made before commencement of Act
484 Circumstances in which company may be wound up voluntarily 304 Circumstances in which company may be wound up voluntarily
485 Publication of resolution to wind up voluntarily 307 Publication of resolution to wind up voluntarily
486 Commencement of voluntary winding up 308 Commencement of voluntary winding up
487 Effect of voluntary winding up on status of company 309 Effect of voluntary winding up
488 Declaration of solvency in case of proposal to wind up voluntarily 305 Declaration of solvency in case of proposal to wind up voluntarily
489 Provisions applicable to a members’ voluntary winding up - -
490 Power of company to appoint and fix remuneration of liquidators 310 Appointment of Company Liquidator
491 Board’s powers to cease on appointment of liquidator 313 Cesser of Board’s powers on appointment of company liquidator
492 Power to fill vacancy in office of liquidator 311 Power to remove and fill vacancy of Company Liquidator
493 Notice of appointment of liquidator to be given to registrar 312 Notice of appointment of Company Liquidator to be given to Registrar
494 Power of liquidator to accept shares, etc., as consideration for sale of property of company 319 Power of Company Liquidator to accept shares, etc., as consideration for sale of property of company
495 Duty of liquidator to call creditors’ meeting in case of insolvency - -
496 Duty of liquidator to call general meeting at end of each year 316 Company Liquidator to submit report on progress of winding up
497 Final meeting and dissolution 318 Final meeting and dissolution of company
498 Alternative provisions as to annual and final meetings in case of insolvency - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
499 Provisions applicable to a creditors’ voluntary winding up - -
500 Meeting of creditors 306 Meeting of creditors
501 Notice of resolutions passed by creditors’ meeting to be given to Registrar 306 Meeting of creditors
502 Appointment of liquidator 310 Appointment of company liquidator
503 Appointment of committee of inspection 315 Appointment of committees
504 Fixing of liquidators’ remuneration 310 Appointment of company liquidator
505 Board’s powers to cease on appointment of liquidator 313 Cesser of Board’s powers on appointment of company liquidator
506 Power to fill vacancy in office of liquidator 311 Power to remove and fill vacancy of company liquidator
507 Application of section 494 to a creditors’ voluntary winding up - -
508 Duty of liquidator to call meetings of company and of creditors at end of each year 316 Company liquidator to submit report on progress of winding up
509 Final meeting and dissolution 318 Final meeting and dissolution of company
510 Provisions applicable to every voluntary winding up - -
511 Distribution of property of company 320 Distribution of property of company
511A Application of section 454 to voluntary winding up - -
512 Powers and duties of liquidator in voluntary winding up 314 Powers and duties of Company Liquidator in voluntary winding up
513 Body corporate not to be appointed as liquidator - -
514 Corrupt inducement affecing appointment as liquidator - -
515 Power of Tribunal to appoint and remove liquidator in voluntary winding up 276 Removal and replacement of liquidator
516 Notice by liquidator of his appointment 312 Notice of appointment of Company Liquidator to be given to Registrar
517 Arrangement when binding on company and creditors 321 Arrangement when binding on company and creditors
518 Power to apply to Tribunal to have questions determined or powers exercised 322 Power to apply to Tribunal to have questions determined, etc.
519 Application of liquidator to Tribunal for public exarnination of promoters, directors, etc. 317 Report of Company Liquidator to Tribunal for examination of persons
520 Costs of voluntary winding up 323 Costs of voluntary winding up
528 Debts of all descriptions to be admitted as proof 324 Debts of all descriptions to be admitted in proof
529 Application of insolvency rules in winding up of insolvent companies 325 Application of insolvency rules in winding up of insolvent companies
529A Overriding preferential payments 326 Overriding preferential payments
530 Preferential payments 327 Preferential payments
531 Fraudulent preference 328 Fraudulent preference
531A Avoidance of voluntary transfer 329 Transfers not in good faith to be void
532 Transfers for benefit of all creditors to be void 330 Certain transfers to be void
533 Liabilities and rights of certain fraudulently preferred persons 331 Liabilities and rights of certain persons fraudulently preferred
534 Effect of floating charge 332 Effect of floating charge
535 Disclaimer of onerous property in case of a company which is being wound up 333 Disclaimer of onerous property
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
536 Avoidance of transfers, etc., after commencement of winding up 334 Transfers, etc., after commencement of winding up to be void
537 A voidance of certain attachments, executions, etc., in winding up by Tribunal 335 Certain attachments, executions, etc., in winding up by Tribunal to be void
538 Offences by officers of companies in liquidation 336 539
539 Penalty for falsification of books - -
540 Penalty for frauds by officers 337 Penalty for frauds by officers
541 Liability where proper accounts not kept 338 Liability where proper accounts not kept
542 Liability for fraudulent conduct of business 339 Liability for fraudulent conduct of business
543 Power of Tribunal to assess damages against delinquent directors, etc. 340 Power of Tribunal to assess damages against delinquent directors, etc.
544 Liability under sections 542 and 543 to extend to partners or directors in firm or company 341 Liability under sections 339 and 340 to extend to partners or directors in firms or companies
545 Prosecution of delinquent members of officers and company 342 Prosecution of delinquent officers and members of company
546 Liquidator to exercise certain powers subject to sanction 343 Company Liquidator to exercise certain powers subject to sanction
547 Notification that a company is in liquidation 344 Statement that a company is in liquidation
548 Books and papers of company to be evidence 345 Books and papers of company to be evidence
549 Inspection of books and papers by creditors and contributories 346 Inspection of books and papers by creditors and contributories
550 Disposal of books and papers of company 347 Disposal of books and papers of company
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
551 Information as to pending liquidations 348 Information as to pending liquidations
552 Official Liquidator to make payments into the public account of India 349 Official Liquidator to make payments into public account of India
553 Voluntary liquidator to make payments into Scheduled Bank 350 Company Liquidator to deposit monies into scheduled bank
554 Liquidator not to pay moneys into private banking account 351 Liquidator not to deposit monies into private banking account
555 Unpaid dividends and undistributed assets to be paid into the Companies Liquidation Account 352 Company Liquidation Dividend and Undistributed Assets Account
556 Enforcement of duty of liquidator to make returns, etc. 353 Liquidator to make returns, etc.
557 Meetings to ascertain wishes of creditors or contributories 354 Meetings to ascertain wishes of creditors or contributories
558 Court or person before whom affidavit may be sworn 355 Court, Tribunal or person, etc., before whom affidavit may be sworn
559 Power of Tribunal to declare dissolution of company void 356 Powers of Tribunal to declare dissolution of company void
560 Power of Registrar to strike defunct company off register 248 Power of Registrar to remove name of a company from register of companies
561 Application of Act to companies formed and registered under previous companies laws 1 Short title, extent commencement and application
562 Application of Act to companies registered but not formed under previous companies laws - -
563 Application of Act to unlimited companies registered under previous companies laws 1 Short title, extent commencement and application
564 Mode of transferring shares in the case of companies registered under Acts 19 of 1857 and 7 of 1860    
565 Companies capable of being registered 366 Companies capable of being registered
566 Definition of ‘joint-stock company’ - -
567 Requirements for registration of joint-stock companies - -
568 Requirements for registration of companies not being joint stock companies - -
569 Authentication of statements of existing companies - -
570 Power of registrar to require evidence as to nature of company - -
571 Notice to customers on registration of banking company with limited liability - -
572 Change of name for purposes of registration - -
573 Addition of “Limited” or “Private Limited” to name - -
574 Certificate of registration of existing companies 367 Certificate of registration of existing companies
575 Vesting of property on registration 368 Vesting of property on registration
576 Saving for existing liabilities 369 Saving for existing liabilities
577 Continuation of pending legal proceedings 370 Continuation of pending legal proceedings
578 Effect of registration under Part 371 Effect of regis tration under this part
579 Power to substitute memorandum and articles for deed of settlement - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
580 Power of Court to stay or restrain proceedings 372 Powerof Court to stay or restrain proceedings
581 Suits stayed on winding up order 373 Suits stayed on winding up order
581A to 581ZT Producer Companies 465 Repeal of certain enactments and savings
582 Meaning of “unregistered company” 375 Winding up of unregistered companies
583 Winding up of unregistered companies 375 Winding up of unregistered companies
584 Power to wind up foreign companies, although dissolved 376 Power to wind up foreign companies, although dissolved
585 Contributories in winding up of unregistered company - -
586 Power to stay or restrain proceedings 372 Power of court to stay or restrain proceedings
587 Suits, etc., stayed on winding up order 373 Suits stayed on winding up order
588 Directions as to property in certain cases - -
589 Provisions of Part cumulative 377 Provisions of Chapter cumulative
590 Saving and construction of enactments conferring power to wind up partnership, association or company in certain cases 378 Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc., in certain cases
591 Application of sections 592 to 602 to foreign companies 379 Application of Act to foreign ompanies
592 Documents, etc., to be delivered to Registrar by foreign companies carrying on business in India 380 Documents, etc., to be delivered to Registrar by foreign companies
593 Return to be delivered to Registrar by foreign company where documents, etc., altered 380 Documents, etc; to be delivered to Registrar by foreign companies
594 Accounts of foreign company 381 Accounts of foreign company
595 Obligation to state name of foreign company, whether limited, and country where incorporated 382 Display of name, etc., of foreign company
596 Service on foreign company 383 Service on foreign company
597 Office where documents to be delivered - -
598 Penalties 392 Punishment for contravention
599 Company’s failure to comply with Part not to affect its liability under contracts, etc. 393 Company’s failure to comply with provisions of this Chapter not to affect validity of contracts, etc.
600 Registration of charges, appointment of receiver and books of account 384 Debentures, annual return, registration of charges, books of account and their inspection
601 Fees for registration of documents under Part 385 Fee for registration of documents
602 Interpretation of foregoing sections of Part 386 Interpretation
603 Dating of prospectus and particulars to be contained therein 387 Dating of prospectus and particulars to be contained therein
604 Provisions as to expert’s consent and allotment 388 Provisions as to expert’s consent and allotment
605 Registration of prospectus 389 Registration of prospectus
605A Offer of Indian Depository Receipts 390 Offer of Indian Depository Receipts
606 Penalty for contravention of sections 603, 604 and 605

391

392

Application of sections 34 to 36 & Chapter XX

Punishment for contravention

607 Civil liability for misstatements in prospectus 391 Application of sections 34 to 36 and Chapter XX
608 Interpretation of provsions sions as to prospectuses - -
609 Registration offices 396 Registration offices
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
610 Inspection, production and evidence of documents kept by Registrar 399 Inspection, production and evidence of documents kept by Registrar
610A Admissibility of micro films, facsimile copies of documents, computer printouts and documents on computer media as documents and as evidence 397 Admissibility of certain documents as evidence
610B Provisions relating to filing of applications, documents inspection, etc., through electronic form 398 Provisions relating to filing of applications, documents, inspection, etc., in electronic form
610C Power to modify Act in relation to electronic records (including the manner and form in which electronic records shall be filed)    
610D Providing of value added services through electronic form 401 Provision of value added services through electronic form
610E Application of provision of Act 21 of 2000 402 Application of provisions of Information Technology Act, 2000
611 Fees in Schedule X to be paid 403 Fee for filing etc.
612 Fees, etc., paid to Registrar and other officers to be accounted for to Central Government 404 Fees, etc., to be credited into public account
613 Power of Central Government to reduce fees, charges, etc. - -
614 Enforcement of duty of company to make returns, etc., to Registrar - -
614A Power of Court trying offences under the Act to direct the filing of documents with Registrar - -
615 Power of Central Government to direct companies to furnish information or statistics 404 Power of Central Government to direct companies to furnish information or statistics
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
616 Application of Act to insurance, banking, electricity supply and other companies governed by special Acts 1 Short title, extent, commencement and application
617 Definition of Government company’ 2 Definition [clause (45)]
619 Application of sections 224 to 233 to Government companies 143 Powers and duties of auditors and auditing standards
619A Annual reports on Government companies

394

395

Annual reports on Government companies

Annual reports where one or more State Governments are members of Companies

619B Provisions of section 619 to apply to certain companies - -
620 Power to modify Act in relation to Government companies 462 Power to exempt the class or classes of companies from provisions of this Act
620A Power to modify Act in its application to Nidhis, etc. 406 Power to modify Act in its application to Nidhis
620B Special provisions as to companies in Goa, Daman and Diu - -
620C Special provisions as to companies in Jammu and Kashmir - -
621 Offences against Act to be cognizable only on complaint by Registrar, shareholder or Government 439 Offences to be non-cognizable
621A Composition of certain offences 441 Compounding of certain offences
622 Jurisdiction to try offences - -
623 Certain offences triable summarily in Presidency towns - -
624 Offences to be non-cognizable 439 Offences to be non-cognizable
624A Power of Central Government to appoint company prosecutors 443 Power of Central Government to appoint company prosecutors
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
624B Appeal against acquittal 444 Appeal against acquittal
625 Payment of compensation in cases of frivolous or vexatious prosecution 445 Compensation for accusation without reasonable cause
626 Application of fines 446 Application of fines
627 Production and inspection of books where offence suspected - -
628 Penalty for false statements 448 Punishment for false statement
629 Penalty for false evidence 449 Punishment for false evidence
629A Penalty where no specific penalty is provided elsewhere in the Act 450 Punishment where no specific penalty or punishment is provided
630 Penalty for wrongful withholding of property 452 Punishment for wrongful withholding of property
631 Penalty for improper use of words “Limited” and “Private Limited” 453 Punishment for improper use of “Limited” or “Private Limited”
632 Power to require limited company to give security for costs - -
633 Power of Court to grant relief in certain cases 463 Power of Court to grant relief in certain cases
634 Enforcement of orders of Courts - -
634A Enforcement of orders of Company Law Board 465 Repeal of certain enactments and savings
635 Enforcement of orders of one Court by other Courts - -
635A Protection of acts done in good faith 456 Protection of action taken in good faith
635AA Non-disclosure of information in certain cases 457 Non-disclosure of injormation in certain cases
635B Protection of employees during investigation by Inspector or pendency of 218 Protection of employees during investigation
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
  proceeding before Appellate Tribunal in certain cases    
636 Reduction of fees, charges, etc., payable to company - -
637 Delegation by Central Government of its powers and functions under Act 458 Delegation by Central Government of its powers and functions
637A Power of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications 459 Powers of Central Government or Tribunal to accord approval, etc., subject to conditions and to prescribe fees on applications
637AA Power of Central Government to fix a limit with regard to remuneration 200 Central Government or company to fix a limit with regard to remuneration
637B Condonation of delays in certain cases 460 Condonation of delay in certain cases
638 Annual report by Central Government 461 Annual report by Central Government
640 Validation of registration of firms as members of charitable and other companies - -
640A Exclusion of time required in obtaining copies of order of Court or Tribunal - -
640B Forms of, and procedure in relation to, certain applications 201 Forms of, and procedure in relation to, certain applications
641 Power to alter Schedules 467 Power of Central Government to amend Schedules
642 Power of Central Government to make rules 469 Power of Central Government to make rules
643 Powers of Central Government to make rules relating to winding up 468 Powers of Central Government to make rules relating to winding up
644 Repeal of Acts specified in Schedule xn - -
645 Saving of orders, rules, etc., 465 Repeal of certain enactments and savings
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
  in force at commencement of Act    
646 Saving of operation of see- section 138 of Act 7 of 1913 - -
647 Saving of pending proceedings for winding up - -
647A Transfer of winding up proceedings to Tribunal - -
648 Saving of prosecutions instituted by liquidator or Court under section 237 of Act 7 of 1913 - -
649 Construction of references to former enactments in documents - -
651 Construction of references to extraordinary resolution in articles, etc. - -
651A Reference of winding up of companies in other laws - -
652 Appointment under previous companies laws to have effect as if made under Act 465 Repeal of certain enactments and savings
653 Former registration offices continued 465 Repeal of certain enactments and savings
654 Registers under previous companies laws to be deemed to be part of registers under Act 465 Repeal of certain enactments and savings
655 Funds and accounts under Act to be in continuation of funds and accounts under previous companies law 465 Repeal of certain enactments and savings
656 Saving of incorporation under repealed Acts 465 Repeal of certain enactments and savings
657 Saving of certain Tables under previous companies laws - -
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
658 Section 6 of the General Clauses Act, 1897 (10 of 1897) to apply in addition to sections 645 to 657 of Act 465 Repeal of certain enactments and savings
Sch.I Regulations for management of a company limited by shares Sch.I Memorandum of association of a company limited by shares
Sch.IA List of relatives 2 Definition [clause (77)]
Sch.II Matters to be specified in prospectus and reports to be set out therein 26 Matters to be stated in prospectus
Sch.III Form of statement in lieu of prospectus to be delivered to Registrar by a company which does not issue a prospectus or which does not go to allotment on a prospectus issued, and reports to be set out therein    
Sch.IV Form of statement in lieu of prospectus to be delivered to Registrar by a private company on becoming a public company and reports to be set out therein    
Sch.V Annual Return : Contents and form of annual return of a company having a share capital 92 Annual return
Sch.VI Form of Balance sheet Sch.III General instructions for preparation of balance sheet and statement of profit and loss of a company
Sch.VII Restrictions on powers of managing agents/ secretaries and treasurers - -
Sch.VIII Declarations to be made by firms, private companies and other bodies corporate acting as managing agents/secretaries and treasurers    
Sch. IX Form of proxy 105 Proxies
Sections of Companies Act, 1956 Corresponding sections of Companies Act, 2013
Sch.X Table of fees to be paid to the Registrar 403 Fee for filing, etc.
Sch.XII Form in which sections 539 to 544 of Act are to apply to cases where an application is made under section 397 or 398 - -
Sch.XIII Enactments repealed - -
Sch.XIII Conditions to be fulfilled for the appointment of a managing or whole time director or a manager without the approval of the Central Government Sch. V Conditions to be fulfilled for appointment of a managing or whole time director or a manager without the approval of the Central Government
Sch.XIV Rates of depreciation Sch.II Useful lives to compute depreciation
Sch.XV List of items referred to in section 108B(2)(fc) - -